As filed with the Securities and Exchange Commission on May 30, 1996
Registration No. 333-04721
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PREMIER PARKS INC.
(Exact name of Registrant as specified in its charter)
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Delaware 73-6137714
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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Kieran E. Burke
11501 Northeast Expressway
11501 Northeast Expressway Oklahoma City, Oklahoma 73131
Oklahoma City, Oklahoma 73131 Tel: (405) 475-2500
Tel: (405) 475-2500
(Address, including zip code, (Name, address, including zip code,
and telephone number, including and telephone number, including area
area code, of Registrant's principal code, of agent for service)
executive offices)
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Copies to:
James M. Coughlin, Esq. Thomas R. Brome, Esq.
Baer Marks & Upham LLP Cravath, Swaine & Moore
805 Third Avenue Worldwide Plaza
New York, New York 10022 825 Eighth Avenue
Tel: (212) 702-5819 New York, New York 10019
Tel: (212) 474-1000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If the registrant elects to deliver its latest annual report to
securityholders, or a complete and legible facsimile thereof, pursuant to
Item 11(a)(1) of this form, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-02821
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
STATEMENT PURSUANT TO RULE 462(b)
The contents of the Registration Statement, as amended, Registration
No. 333-02821, on Form S-2 are incorporated by reference into, and shall be part
of, this Registration Statement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-2, as amended, filed
by Premier Parks Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") (Registration No. 333-02821) pursuant to the
Securities Act of 1933 is incorporated by reference into this Registration
Statement.
2
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
All exhibits filed with or incorporated by reference in Registration Statement
No. 333-02821 are incorporated by reference into, and shall be deemed part of,
this Registration Statement, except the following which are filed herewith:
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Baer Marks & Upham LLP (included in Exhibit (5) of Registration
No. 333-02821).
24.1 Power of Attorney (included on the signature page of Registration No.
333-02821)
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 29th day of May,
1996.
PREMIER PARKS INC.
By: *
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Kieran E. Burke
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board and May 29, 1996
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Kieran E. Burke Chief Executive Officer
(principal executive
officer)
* Director, President and May 29, 1996
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Gary Story Chief Operating Officer
* Chief Financial Officer May 29, 1996
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James F. Dannhauser and Director
(principal financial
officer)
II-2
<PAGE>
* Vice President (principal May 29, 1996
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Richard R. Webb accounting officer)
* Director May 29, 1996
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Paul A. Biddelman
* Director May 29, 1996
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Michael E. Gellert
* Director May 29, 1996
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Jack Tyrrell
By: /s/ James M. Coughlin
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Attorney-in-Fact
II-3
<PAGE>
EXHIBIT INDEX
Number Page
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Baer Marks & Upham LLP (included in Exhibit (5) of Registration
No. 333-02821).
24.1 Power of Attorney (included on the signature page of Registration No.
333-02821)
II-4
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration statement
on Form S-2 of Premier Parks Inc. of our report dated February 29, 1996, except
as to note 14 which is as of April 4, 1996, with respect to the consolidated
financial statements of Premier Parks Inc. and subsidiaries as of December 31,
1995 and 1994 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, which report appears in the registration
statement on Form S-2, (No. 333-02821) of Premier Parks Inc. and to the
reference to our firm under the heading "Experts" in the Prospectus.
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KPMG Peat Marwick LLP
Oklahoma City, Oklahoma
May 29, 1996
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-2 No. 333-__________) and related Prospectus of
Premier Parks Inc. and to the incorporation by reference therein of our report
dated January 25, 1995, except for Note 13, as to which the date is August 29,
1995, with respect to the financial statements of Funtime Parks, Inc.
incorporated by reference from the Registration Statement (Form S-2, No. 333-
02821) of Premier Parks Inc., filed with the Securities and Exchange Commission.
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Ernst & Young LLP
May 29, 1996
